Exhibit 4.30

                       REGISTRATION RIGHTS AGREEMENT


                                   among

                            Tokheim Corporation

                                    and

              The Holders of Stock to Be Listed on Schedule 1




                          Dated: October 20, 2000




                       REGISTRATION RIGHTS AGREEMENT

            Registration Rights Agreement (the "Agreement") made and
entered into as of October 20, 2000, among Tokheim Corporation, an Indiana
corporation (the "Company") and the Affiliates set forth on Schedule 1
hereto (the "Holders").

            This Agreement is made pursuant to the Joint Prepackaged Plan
of Reorganization of the Company and its subsidiary debtors as filed with
and approved by the United States Bankruptcy Court for the District of
Delaware dated as of August 16, 2000 (the "Plan").

            In connection with the Plan, the Company has agreed to register
for sale by the Holders, the shares of Common Stock to be received by the
Holders upon exercise of the Warrants.

            NOW THEREFORE, in consideration of the foregoing and to
implement the terms of the Plan, the parties hereby agree as follows:

SECTION 1.  DEFINITIONS

            Except as otherwise defined herein, capitalized terms used
herein shall have the meanings ascribed to such terms in the Plan. The
following terms, as used herein, have the following meanings (all terms
defined herein in the singular to have the correlative meanings when used
in the plural and vice versa):

            "Affiliate" means (i) when used with reference to any
partnership, any Person that, directly or indirectly through one or more
intermediaries, owns or controls 10% or more of either the capital or
profit interests of such partnership or is a general partner of such
partnership or is a Person in which such partnership has a 10% or greater
direct or indirect equity interest and (ii) when used with reference to any
corporation, any Person that, directly or indirectly owns or controls 10%
or more of the outstanding voting securities of such corporation or is a
Person in which such corporation has a 10% or greater direct or indirect
equity interest. In addition, the term Affiliate, when used with reference
to any Person, also means any other Person that, directly or indirectly
through one or more intermediaries, controls or is controlled by or is
under common control with such Person. As used in the preceding sentence,
(A) the term control means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of
the entity referred to, whether through ownership of voting securities, by
contract or otherwise, and (B) the terms "controlling" and "controls" shall
have meanings correlative to the foregoing.

            "Agreement" means this Registration Rights Agreement, as the
same may be amended, modified or supplemented from time to time.

            "Business Day" means any day other than (a) a Saturday or
Sunday, (b) any day on which banking institutions located in Fort Wayne,
Indiana are required or authorized by law or by local proclamation to close
or (c) any day on which the New York Stock Exchange is closed.

            "Commercially Reasonable Efforts" when used with respect to any
obligation to be performed or term or provision to be observed hereunder,
means such efforts as a prudent Person seeking the benefits of such
performance or action would make, use, apply or exercise to preserve,
protect or advance its rights or interests, provided that such efforts do
not require such Person to incur a material financial cost or a substantial
risk of material liability unless such cost or liability (i) would
customarily be incurred in the course of performance or observance of the
relevant obligation, term or provision, (ii) is caused by or results from
the wrongful act or negligence of the Person whose performance or
observance is required hereunder or (iii) is not excessive or unreasonable
in view of the rights or interests to be preserved, protected or advanced.
Such efforts may include, without limitation, the expenditure of such funds
and retention by such Person of such accountants, attorneys or other
experts or advisors as may be necessary or appropriate to effect the
relevant action; the undertaking of any special audit or internal
investigation that may be necessary or appropriate to effect the relevant
action; and the commencement, termination or settlement of any action, suit
or proceeding involving such Person to the extent necessary or appropriate
to effect the relevant action.

            "Common Stock" means the Common Stock of the Company, no par
value per share.

            "Company" has the meaning ascribed to such term in the first
paragraph.

            "Demand Registration" means any registration of Registrable
Securities under the Securities Act effected in accordance with Section 2.1
hereof.

            "Effective Date" means the effective date of the Plan as
provided for therein.

            "Holder" has the meaning ascribed to such term in the first
paragraph.

            "Indemnified Party" has the meaning ascribed to such term in
Section 2.6(a) hereof.

            "Loss" has the meaning ascribed to such term in Section 2.6(a)
hereof.

            "Material Adverse Change" means (i) any general suspension of
trading in, or limitation on prices for, securities on any national
securities exchange or in the over-the-counter market in the United States
of America, (ii) the declaration of a banking moratorium or any suspension
of payments in respect of banks in the United States of America, (iii) the
commencement of a war, armed hostilities or other international or national
calamity involving the United States of America, (iv) any limitation
(whether or not mandatory) by any governmental authority on, or any other
event which materially affects the extension of credit by banks or other
financial institutions, (v) any material adverse change in the Company's
business, condition (financial or otherwise) or prospects or (vi) a 15% or
more decline in the Dow Jones Industrial Average or the Standard and Poor's
Index of 500 Industrial Companies, in each case from the date a Notice of
Demand is made.

            "Notice of Demand" means a request by Holders pursuant to
Section 2.1 hereof that the Company effect the registration under the
Securities Act of the Registrable Securities which specifies: (i) the
intended method or methods and plan of disposition of the Registrable
Securities and (ii) whether or not such requested registration is to be an
underwritten offering.

            "Participating Holders" means, with respect to the Registration
of Registrable Securities by the Company pursuant to this Agreement, the
Requesting Holders and any other Holders that are entitled to participate
in, and are participating in or seeking to participate in, such
registration.

            "Person" means a natural person, a corporation, a partnership,
a trust, a joint venture, any regulatory authority or any other entity or
organization.

            "Piggyback Registration"means any registration of Registrable
Securities under the Securities Act effected in accordance with Section 2.2
hereof.

            "Plan" has the meaning ascribed to such term in the second
paragraph.

            "Registered Address" has the meaning set forth in Section
2.1(c) hereof.

            "Registrable Securities" means the Common Stock acquired by the
Holders pursuant to the Plan or held by any Holder or any of the respective
Successors or the permitted assigns of any Holder, including, without
limitation, (a) any share of Common Stock issued or issuable on or after
the Effective Date pursuant to the Plan, including the Common Stock to be
issued pursuant to the exercise of the Series A Warrants, and (b) any
securities issued or issuable with respect to Registrable Securities,
whether by way of stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization or otherwise provided that, with respect to any permitted
transferee of such securities, only such securities held by permitted
transferees that have complied with the assignment requirements of Section
11 shall be deemed to be Registrable Securities. As to any particular
Registrable Securities, once issued such securities will cease to be
Registrable Securities when a registration statement with respect to the
resale of such securities has become effective under the Securities Act and
such securities shall have been disposed of in accordance with the plan of
distribution set forth in such registration statement.

            "Registration Expenses" means all expenses incident to, and
incurred in connection with, the Company's performance of or compliance
with this Agreement, including, without limitation, (a) all registration,
filing, securities exchange listing, rating agency and National Association
of Securities Dealers, Inc. fees, (b) all registration, filing,
qualification and other fees and expenses of complying with securities or
blue sky laws of all jurisdictions in which the securities are to be
registered and any legal fees and expenses reasonably incurred in
connection with the blue sky qualifications of the Registrable Securities
and the determination of their eligibility for investment under the laws of
all such jurisdictions, (c) all word processing, duplicating, printing,
messenger and delivery expenses, (d) the fees and disbursements of counsel
for the Company and of its independent public accountants, including,
without limitation, the expenses of any special audits or cold comfort
letters required by or incident to such performance and compliance, (e) the
reasonable fees and disbursements incurred by the Holders of the
Registrable Securities being registered for one counsel or firm of counsel
selected by the Requisite Holders of such Registrable Securities, (f)
premiums and other costs of policies of insurance against liabilities
arising out of the public offering of the Registrable Securities being
registered to the extent the Company elects to obtain such insurance, (g)
any fees and disbursements of Securities Underwriters customarily paid by
issuers or sellers of securities (but excluding underwriting discounts and
commissions and transfer taxes, if any, relating to the Registrable
Securities being registered) and (h) fees and expenses of other Persons
retained or employed by the Company.

            "Registration Statement" means a registration statement filed
under the Securities Act pursuant to Section 2.1 hereof in accordance with
Section 2.3(a) hereof, including, at the request of a majority of the
Requesting Holders, a Shelf Registration Statement, provided that such
Requesting Holders may not request a Shelf Registration Statement to be
filed prior to 90 days after the Effective Date.

            "Requesting Holder" means each party providing a Notice of
Demand to the Company pursuant to Section 2.1(a).

            "Requisite Holders" means any Holder or Holders of a majority
in interest of the Registrable Securities included or to be included in a
registration or other relevant action, as the case may be.

            "Rule 144" means Rule 144 promulgated by the SEC under the
Securities Act, and any successor provision thereto.

            "SEC" means the United States Securities and Exchange
Commission, or any successor governmental agency or authority thereto.

            "Securities Act" means the Securities Act of 1933, as amended.

            "Securities Underwriter" means a nationally recognized
investment banking institution that provides investment banking services of
the type typically used in a registration.

            "Shelf Period" has the meaning ascribed to such term in Section
2.1(d) hereof.

            "Shelf Registration Statement" means a Registration Statement
filed under Rule 415 under the Securities Act.

            "Successor" means, with respect to any Person, a successor to
such Person by merger, consolidation, liquidation or other similar
transaction.

            "Suspension Notice" has the meaning ascribed to such term in
Section 2.3(e) hereof.

            "Suspension Period" has the meaning ascribed to it such term
Section 2.3(e) hereof.

            "Underwriter" has the meaning ascribed to such term in Section
2 of the Securities Act.

            "Warrants" means, the Warrants issued by the Company in
connection with the Plan, evidenced by the Warrant Agreements and the
related Warrant Certificates to purchase shares of the Common Stock.

            "Warrant Agreements" means the Series A Warrant Agreements, the
Series B Warrant Agreements and the Series C Warrant Agreements entered
into by the Company in connection with the Plan.

            "Warrant Certificates" means the certificates evidencing issue
of the Warrants, in the form of Exhibit A to the Warrant Agreements.


SECTION 2.  REGISTRATION UNDER THE SECURITIES ACT

      2.1   DEMAND REGISTRATION

            (A) DEMAND FOR REGISTRATION. As soon as practicable following
the Company's receipt of a Notice of Demand from two or more Holders
holding at least 33% of the Registrable Securities (subject to appropriate
adjustments in the case of stock splits, stock dividends and similar
events), the Company shall prepare and file a Registration Statement
covering the Registrable Securities that the Company has been requested to
register (whether pursuant to the Notice of Demand or pursuant to notice
provided under Section 2.1(c) hereof) and shall use Commercially Reasonable
Efforts to cause the Registration Statement to become effective within one
hundred eighty (180) days of its receipt of such Notice of Demand and to
effect appropriate qualifications under applicable blue sky and other state
securities laws and appropriate compliance with regulations under the
Securities Act. The Holders are entitled to a maximum of two Demand
Registrations under this Section 2.1 during the term of this Agreement;
provided, however, that the Holders may not make a second demand for
registration until twelve (12) months after the date on which the
Registration Statement filed pursuant to the first demand for registration
shall have been declared effective.

            (B) LIMITATIONS ON DEMAND REGISTRATION. In the event that the
Requesting Holders determine for any reason (other than at the request or
recommendation of the Company or the Securities Underwriter or after to the
occurrence of a Material Adverse Change) not to proceed with a registration
of Common Stock requested pursuant to this Section 2.1 at any time before
the Registration Statement has been declared effective by the SEC, and such
Registration Statement, if theretofore filed with the SEC, is withdrawn
with respect to the Common Stock covered thereby, and such Holders
reimburse the Company for all fees, costs and expenses in connection
therewith, then the Holders shall not be deemed to have exercised their
right to a Demand Registration pursuant to this Section 2.1 with respect to
such withdrawn Registration Statement. If the Holders determine not to
proceed with such a registration upon the request or recommendation of the
Company or the Securities Underwriter or after the occurrence of a Material
Adverse Change, the Holders will not be required to reimburse the Company
for its fees, costs and expenses and the Holders shall not be deemed to
have exercised their right to a Demand Registration pursuant to this
Section 2.1 with respect to such registration.

            (C) NOTICE TO HOLDERS. Upon receipt of any Notice of Demand,
the Company will give prompt notice (but in any event within fifteen (15)
days after such receipt) to each Holder of Registrable Securities at the
address provided to the Company in Schedule 1 or as otherwise furnished in
writing to the Company for purposes of this Agreement (the "Registered
Address") of the Notice of Demand and of the Holders' rights under this
Section 2.1. Upon the written request of any such Holder made within twenty
(20) days after the receipt by that Holder of the notice (which request
shall specify the Registrable Securities intended to be disposed of by such
Holder and the intended method or methods of disposition thereof) the
Company shall use Commercially Reasonable Efforts to effect the
registration under the Securities Act and any applicable state securities
laws of all Registrable Securities which the Company has been so requested
to register by the Holders thereof, to the extent required to permit the
disposition (in accordance with the intended method or methods thereof as
aforesaid) of the Registrable Securities so to be registered.

            (D) CONTINUOUS EFFECTIVENESS OF REGISTRATION STATEMENTS. Once a
Registration Statement is effective pursuant to Section 2.1(a) hereof, the
Company shall use Commercially Reasonable Efforts to cause such
Registration Statement to remain continuously effective (i) in the case of
a Registration Statement other than a Shelf Registration Statement, until
the earlier of (x) the two (2) month anniversary of the date such
Registration Statement is declared effective by the SEC and (y) the date on
which all of the Registrable Securities covered by such Registration
Statement have been sold; and (ii) in the case of a Shelf Registration
Statement, until the earlier of (x) one (1) year following the date such
Shelf Registration Statement is declared effective by the SEC, (y) the date
on which all of the Registrable Securities covered by such Shelf
Registration Statement have been sold, and (z) the date on which in the
reasonable written opinion of counsel to the Company on which the
Participating Holders can rely, all of the Registrable Securities covered
by the Shelf Registration Statement may be sold in accordance with Rule
144(k), but in no event (in either case) prior to the expiration of the
applicable period referred to in Section 4(3) of the Securities Act and
Rule 174 thereunder (such period being defined as the "Effective Period"
with respect to any such Registration Statement other than a Shelf
Registration Statement and as the "Shelf Period" with respect to any such
Shelf Registration Statement); provided, however, that (x) with respect to
any Registration Statement the Company may suspend use of such Registration
Statement at any time, for a period of not more than 120 days during any
twelve (12) month period, if the continued effectiveness thereof would
require the Company to disclose a material financing, acquisition or other
corporate transaction, which disclosure the Company shall have determined
in good faith is not in the best interests of the Company and its
stockholders (provided the Effective Period or Shelf Period, as the case
may be, shall be extended by the number of days of any such suspension) and
(y) with respect to any Registration Statement the Company may suspend use
of any such Registration Statement during any period if each of the
Company and the Requisite Holders of the Registrable Securities covered by
such Registration Statement consents in writing to such suspension for such
period.

            (E) PRIORITY IN DEMAND REGISTRATIONS. If a registration
pursuant to this Section 2.1 involves an underwritten offering and the
managing Securities Underwriter of such underwritten offering advises the
Company in writing (with a copy to each Participating Holder) of its belief
that the amount of securities requested to be included in such registration
exceeds the amount which can be sold in (or during the time of) such
offering within an acceptable price range to the Requesting Holders, then
the amount of securities to be sold in such offering shall be reduced in
accordance with the advice of such managing Securities Underwriter. In the
case of any such reduction, then the Company shall include in such Demand
Registration that amount of Registrable Securities that the Company is so
advised can be sold in (or during the time of) the offering, as follows:
first, such Registrable Securities requested to be included in such
Registration Statement by any Participating Holder, pro rata on the basis
of the amount of such securities held by such Participating Holder; and
second, all other securities of the Company duly requested to be included
in such Registration Statement.

      2.2   PIGGYBACK REGISTRATION

            (A) RIGHT TO INCLUDE REGISTRABLE SECURITIES. If the Company at
any time proposes to register any of its equity securities under the
Securities Act (other than by a registration on Form S-4 or Form S-8 or any
successor or similar form then in effect and other than pursuant to Section
2.1 hereof) in a form and in a manner that would permit registration of the
Registrable Securities, whether or not for sale for its own account, it
will give prompt (but in no event less than 30 days prior to the proposed
date of filing the registration statement relating to such registration)
notice to all Holders of Registrable Securities of the Company's intention
to do so and of such Holders' rights under this Section 2.2. Upon the
written request of any such Holder made within twenty (20) days after the
receipt by that Holder of the notice (which request shall specify the
Registrable Securities intended to be disposed of by such Holder and the
intended method or methods of disposition thereof), the Company shall use
Commercially Reasonable Efforts to effect the registration under the
Securities Act and any applicable state securities laws of all Registrable
Securities which the Company has been so requested to register by the
Holders thereof, to the extent required to permit the disposition (in
accordance with the intended method or methods thereof as aforesaid) of the
Registrable Securities so to be registered, provided that if, at any time
after giving notice of its intention to register any equity securities and
prior to the effective date of the registration statement filed in
connection with such registration, the Company determines for any reason
not to register or to delay registration of the equity securities, the
Company may, at its election, give notice of that determination to each
such Holder and, thereupon, (i) in the case of a determination not to
register, shall be relieved of its obligation to register any Registrable
Securities in connection with such registration (but not from its
obligation to pay all Registration Expenses in connection therewith as
provided in Section 2.3(b) hereof), without prejudice, however, to the
right of the Holders to request that such registration be effected as a
Demand Registration in accordance with Section 2.1 hereof, and (ii) in the
case of a determination to delay registering, shall be permitted to delay
registering any Registrable Securities for the same period as the delay in
registering such other equity securities. No registration effected under
this Section 2.2 will be deemed to have been effected pursuant to Section
2.1 hereof (except for any right to a Demand Registration which may be
exercised pursuant to the last clause of subsection (i) of the preceding
sentence) or will relieve the Company of its obligation to effect a Demand
Registration in accordance with Section 2.1. hereof.

            (B) PRIORITY IN PIGGYBACK REGISTRATIONS. If a registration
pursuant to this Section 2.2 involves an underwritten offering and the
managing Securities Underwriter of such underwritten offering advises the
Company in writing (with a copy to each Participating Holder) of its belief
that the amount of securities requested to be included in such registration
exceeds the amount which can be sold in (or during the time of) such
offering within an acceptable price range, then the Company will include in
such registration that amount of securities which the Company is so advised
can be sold in (or during the time of) the offering as follows: first, all
securities proposed by the Company to be sold for its own account; second,
such Registrable Securities requested to be included in such registration
statement by any Participating Holder, pro rata on the basis of the amount
of such securities held by such Participating Holder; and third, all other
securities of the Company duly requested to be included in such
registration statement.

      2.3   REGISTRATION TERMS AND PROCEDURES

            (A) REGISTRATION STATEMENT FORM. Registrations under Section
2.1 hereof shall be on Form S-1 or Form S-3 (if use of such a form is then
available to cover resales of the Registrable Securities) or such other
appropriate form of the SEC as shall permit the sale, resale or other
disposition of such Registrable Securities in accordance with the intended
method or methods of disposition.

            (B) REGISTRATION EXPENSES. Subject to Section 2.3(f) hereof,
the Company will pay all Registration Expenses incurred in connection with
a registration to be effected (whether or not effected or deemed effected
pursuant to subsection (c) below) pursuant to Sections 2.1 hereof or 2.2
hereof.

            (C)   EFFECTIVENESS OF CERTAIN DEMAND REGISTRATIONS.  A Demand
Registration will not be deemed to have been effected under Section 2.1 hereof
unless the Registration Statement with respect thereto has been declared
effective by the SEC and, subject to Section 2.3(g)(ii) hereof, (i) in the
case of a Registration Statement other than a Shelf Registration Statement,
such Registration Statement remains effective until the earlier of (x)
sixty (60) days of the date such Registration Statement is declared
effective by the SEC and (y) the date on which all of the Registrable
Securities covered by such Registration Statement have been sold; and (ii)
in the case of a Shelf Registration Statement, such Shelf Registration
Statement remains effective until the earlier of (x) one (1) year from its
effective date (subject to extension as contemplated by Section 2.1(d) and
the last sentence of Section 2.3(e)(ii) hereof), (y) the date on which all
of the Registrable Securities covered by such Shelf Registration Statement
have been sold, or (z) the date on which, in the reasonable opinion of
counsel to the Company, all of the Registrable Securities covered by the
Shelf Registration Statement may be sold in accordance with Rule 144(k) ;
provided, however, in either case, that if (x) after such registration
statement has been declared effective, the marketing of Registrable
Securities offered pursuant to such registration statement is materially
disrupted or adversely affected as a result of any stop order, injunction
or other order or requirement of the SEC or any other governmental agency
or court (for reasons other than a misrepresentation or omission by any
Requesting Holder or any Participating Holder) or (y) the conditions to
closing specified in the purchase agreement or underwriting agreement
entered into in connection with such registration have not been satisfied
(for reasons other than a wrongful or bad faith act, omission or
misrepresentation by any Requesting Holder or any Participating Holder),
such registration statement will be deemed not to have become effective. If
a registration pursuant to Section 2.1 hereof is deemed not to have been
effected hereunder, then the Company shall continue to be obligated to
effect the remaining number of unused Demand Registrations in accordance
with Section 2.1 hereof.

            (D) SELECTION OF UNDERWRITER. If, in connection with a
registration effected pursuant to Section 2.1 hereof, the Requisite Holders
so elect, the offering of Registrable Securities pursuant to Section 2.1
hereof shall be in the form of an underwritten offering. If the Requisite
Holders so elect, they shall select one or more nationally recognized firms
of investment bankers to act as the book-running managing Securities
Underwriter or Underwriters in connection with such offering, provided that
such selection shall be subject to the consent of the Company, which
consent shall not be unreasonably withheld.

            (E)   AGREEMENTS OF CERTAIN HOLDERS

                  (i) Each Participating Holder shall furnish to the
Company, in writing, such information regarding such Holder, the
Registrable Securities held by such Holder and the intended plan of
distribution of such securities as the Company may from time to time
reasonably request in writing in connection with such registration.

                  (ii) Each Participating Holder agrees, by acquisition of
such Registrable Securities, that upon receipt of any notice (a "Suspension
Notice") from the Company of the suspension of the use of a Shelf
Registration Statement as contemplated by Section 2.1(d) or of the
happening of any event of the kind described in clause (vi) of Section
2.3(g) hereof, such Holder will forthwith discontinue such Holder's
disposition of Registrable Securities pursuant to the registration
statement relating to such Registrable Securities until such Holder's
receipt of the copies of the supplemented or amended prospectus
contemplated by clause (vi) of Section 2.3(g) hereof or of a notice that
such Holder may resume dispositions of Registrable Securities pursuant to
the registration statement (the period from the date on which such Holder
receives a Suspension Notice to the date on which such Holder receives
copies of the supplemental or amended prospectus being herein called the
"Suspension Period"). The Company shall take such actions as are necessary
to end the Suspension Period as promptly as practicable, but in no event
shall the Suspension Period be longer than 120 days. The applicable time
period for effectiveness in Section 2.3(c) shall be extended by the number
of days of a Suspension Period.

            (F) WITHDRAWAL. Any Holder participating in a registration
pursuant to this Agreement shall be permitted to withdraw all or part of
its Registrable Securities from such registration at any time prior to the
effective date of the registration statement covering such securities;
provided that, in the event of a withdrawal from a registration effected
pursuant to Section 2.1 hereof, such registration shall be deemed to have
been effected for purposes of the first sentence of Section 2.1(b) hereof
except as otherwise provided in Section 2.1(b) hereof.

            (G) REGISTRATION PROCEDURES. In connection with the Company's
obligations to register Registrable Securities pursuant to this Agreement,
the Company will use Commercially Reasonable Efforts to effect such
registration so as to permit the sale, resale or other disposition of any
Registrable Securities included in such registration in accordance with the
intended method or methods of distribution thereof, and pursuant thereto
the Company will as expeditiously as possible:

                  (i) prepare and (as soon thereafter as practicable) file
with the SEC the requisite registration statement containing all
information required thereby to effect such registration and thereafter use
Commercially Reasonable Efforts to cause such registration statement to
become and remain effective in accordance with the terms of this Agreement,
provided that as far in advance as practicable before filing such
registration statement or any amendment, supplement or exhibit thereto
(but, with respect to the filing of such registration statement, in no
event later than seven (7) days prior to such filing), the Company will
furnish to the Participating Holders or their counsel copies of reasonably
complete drafts of all such documents proposed to be filed (excluding
exhibits, which shall be made available upon request by any Participating
Holder), and any such Holder shall have the opportunity to object to any
information contained therein and the Company will make the corrections
reasonably requested by such Holder, in writing, with respect to
information relating to such Holder or the plan of distribution of the
Registrable Securities prior to filing any such registration statement,
amendment, supplement or exhibit;

                  (ii) prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection therewith (A) as reasonably requested by any Participating
Holder, in writing, to which such registration statement relates (but only
to the extent such request relates to information with respect to such
Holder) and (B) as may be necessary to keep such registration statement
effective (x) during the Effective Period in the case of a Registration
Statement other than a Shelf Registration Statement and (y) during the
Shelf Period in the case of a Shelf Registration Statement, and comply with
the provisions of the Securities Act with respect to the sale, resale or
other disposition of all securities covered by such registration statement
during such period in accordance with the intended method or methods of
disposition by the seller or sellers thereof set forth in such registration
statement;

                  (iii) furnish to each Holder covered by, and each
Securities Underwriter or agent participating in the disposition of
securities under, such registration statement such number of conformed
copies of such registration statement and of each such amendment and
supplement thereto (in each case excluding all exhibits and documents
incorporated by reference, which exhibits and documents shall be furnished
to any such Person upon request), such number of copies of the prospectus
contained in such registration statement (including each preliminary
prospectus and any summary prospectus) and any other prospectus filed under
Rule 424 under the Securities Act relating to such Holder's Registrable
Securities, in conformity with the requirements of the Securities Act, and
such other documents as such Holder, Securities Underwriter or agent may
reasonably request to facilitate the disposition of such Registrable
Securities;

                  (iv) use Commercially Reasonable Efforts to register or
qualify all Registrable Securities and other securities covered by such
registration statement under all applicable blue sky and other securities
laws, and to keep such registration or qualification in effect for so long
as such registration statement remains in effect, and take any other action
which may be reasonably necessary or advisable to enable such Holder to
consummate the disposition of the securities owned by such Holder, except
that the Company shall not for any such purpose be required to (A) qualify
generally to do business as a foreign corporation in any jurisdiction
wherein it would not but for the requirements of this clause (iv) be
obligated to be so qualified, (B) subject itself to taxation in any such
jurisdiction or (C) consent to general service of process in any
jurisdiction;

                  (v) use Commercially Reasonable Efforts to cause all
Registrable Securities covered by such registration statement to be
registered with or approved by such other governmental agencies or
authorities applicable to the Company as may be reasonably necessary to
enable the seller or sellers thereof (or Securities Underwriter or agent,
if any) to consummate the disposition of such Registrable Securities in
accordance with the plan of distribution set forth in such registration
statement;

                  (vi) promptly notify each Participating Holder at its
Registered Address and any Securities Underwriter or agent participating in
the disposition of Registrable Securities covered by such registration
statement, at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, upon discovery that, or upon the
happening of any event known to the Company as a result of which, the
prospectus included in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances under which
they were made, and promptly prepare and furnish to such Holder (or
Securities Underwriter or agent, if any) a reasonable number of copies of a
supplement to or an amendment of such prospectus as may be necessary so
that, as thereafter delivered to the purchasers of such securities, such
prospectus shall not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make
the statements therein not misleading in light of the circumstances under
which they were made;

                  (vii) otherwise use Commercially Reasonable Efforts to
comply with all applicable rules and regulations of the SEC, and make
available to its security holders, as soon as reasonably practicable (but
not more than fifteen (15) months) after the effective date of the
registration statement, an earnings statement satisfying the provisions of
Section 11(a) of the Securities Act and Rule 158 promulgated thereunder,
and furnish to each Holder covered by such registration statement or any
participating Securities Underwriter or agent a copy of any amendment or
supplement to such registration statement or prospectus five (5) calendar
days (or such shorter period as may be practicable under the circumstances)
prior to the filing thereof with the SEC;

                  (viii)provide and cause to be maintained a transfer agent
and registrar for all Registrable Securities covered by such registration
statement from and after a date not later than the effective date of such
registration statement;

                  (ix) use Commercially Reasonable Efforts to, on or prior
to the effective date of such registration statement, list the Registrable
Securities covered by such registration statement on any securities
exchange on which the Registrable Securities are then listed;

                  (x) cooperate with each Participating Holder and each
Securities Underwriter or agent participating in the disposition of such
Registrable Securities and their respective counsel in connection with any
filings required to be made with the National Association of Securities
Dealers, Inc.;

                  (xi) use Commercially Reasonable Efforts to prevent the
issuance by the SEC or any other governmental agency or court of a stop
order, injunction or other order suspending the effectiveness of such
registration statement and, if such an order is issued, use Commercially
Reasonable Efforts to cause such order to be lifted as promptly as
practicable;

                  (xii) take such other actions as the Requisite Holders of
such Registrable Securities shall reasonably request in order to expedite
or facilitate the disposition of such Registrable Securities;

                  (xiii)promptly notify each Participating Holder and each
Securities Underwriter or agent, if any:

                        (A)   when such registration statement or any
prospectus used in connection therewith, or any amendment or supplement
thereto, has been filed and, with respect to such registration statement or
any post-effective amendment thereto, when the same has become effective;

                        (B)   of any written comments from the SEC with
respect to any filing referred to in clause (A) and of any written request
by the SEC for amendments or supplements to such registration statement or
prospectus;

                        (C)   of the notification to the Company by the SEC of
its initiation of any proceeding with respect to, or of the issuance by the
SEC of, any stop order suspending the effectiveness of such registration
statement; and

                        (D)   of the receipt by the Company of any notification
with respect to the suspension of the qualification of any Registrable
Securities for sale, resale or other disposition under the applicable
securities or blue sky laws of any jurisdiction;

                  (xiv) cooperate with each Participating Holder and each
Securities Underwriter or agent participating in the distribution of such
Registrable Securities to facilitate the timely preparation and delivery of
certificates (which shall not bear any restrictive legends, other than as
required by applicable law) representing securities sold under a
registration statement hereunder, and enable such securities to be in such
denominations and registered in such names as such seller, Securities
Underwriter or agent may request and keep available and make available to
the Company's transfer agent, prior to the effectiveness of such
registration statement, an adequate supply of such certificates;

                  (xv) not later than the effective date of such
registration statement, provide a CUSIP number for all Registrable
Securities covered by a registration statement hereunder;

                  (xvi) incorporate in the registration statement or any
amendment, supplement or post-effective amendment thereto such information
as each Participating Holder, each Securities Underwriter or agent (if any)
or their respective counsel may reasonably request, in writing, to be
included therein with respect to any Registrable Securities being sold by
such Holder to such Securities Underwriter or agent, the purchase price
being paid therefor by such Securities Underwriter or agent and any other
terms of the offering of such Registrable Securities;

                  (xvii)during any period when a prospectus is required to
be delivered under the Securities Act, make timely periodic filings with
the SEC pursuant to and containing the information required by the Exchange
Act (whether or not the Company is required to make such filings pursuant
to such Act); and

                  (xviii) in connection with an underwritten offering,
participate, to the extent reasonably requested by the Requisite Holders of
the securities included in the offering or the managing Securities
Underwriter for the offering, in customary efforts to sell the securities
under the offering.

      2.4   UNDERWRITTEN OFFERINGS

            (A) UNDERWRITTEN OFFERINGS IN CONNECTION WITH A DEMAND
REGISTRATION. If requested by the Securities Underwriters for any
underwritten offering in connection with a registration pursuant to Section
2.1 hereof, the Company will enter into an underwriting agreement with such
Securities Underwriters for such offering, such agreement (i) to be
satisfactory in substance and form to the Company and to the Requisite
Holders, and (ii) to contain such representations and warranties by the
Company and the Participating Holders and such other terms as are generally
prevailing in agreements of such type, including, without limitation,
indemnities to the effect and to the extent provided in Section 2.6 hereof.
Each Holder (so long as it or any of its Affiliates holds Registrable
Securities to be included in such registration) shall be a party to such
underwriting agreement and may, at its option, require that any or all of
the representations and warranties by, and the other agreements on the part
of, the Company to and for the benefit of such Securities Underwriters,
also be made to and for its benefit and that any or all of the conditions
precedent to the obligations of such Securities Underwriters under such
underwriting agreement be conditions precedent to its obligations
thereunder.

            (B) UNDERWRITTEN OFFERINGS IN CONNECTION WITH PIGGYBACK
REGISTRATIONS. If the Company at any time proposes to register any of its
equity securities under the Securities Act as contemplated by Section 2.2
hereof and such securities are to be distributed by or through one or more
Securities Underwriters, the Company will, if requested by any
Participating Holder and subject to Section 2.2(b) hereof, arrange for such
Securities Underwriters to include Registrable Securities to be offered and
sold by such Holder or Holders among the securities to be distributed by
such Securities Underwriters. The Participating Holders shall be parties to
the underwriting agreement between the Company and such Securities
Underwriters, such agreement (i) to be satisfactory in substance and form
to the Company and to the Requisite Holders, and (ii) to contain such
representations and warranties by the Company and the Participating Holders
and such other terms as are generally prevailing in agreements of such
type, including, without limitation, indemnities to the effect and to the
extent provided in Section 2.6 hereof. Each Holder of the Registrable
Securities included in such offering may, at its option, require that any
or all of the representations and warranties by, and the other agreements
on the part of, the Company to and for the benefit of such Securities
Underwriters, also be made to and for its benefit and that any or all of
the conditions precedent to the obligations of such Securities Underwriters
under such underwriting agreement be conditions precedent to its
obligations thereunder.

      2.5 PREPARATION; REASONABLE INVESTIGATION. In connection with the
preparation and filing of each registration statement under the Securities
Act pursuant to this Agreement, the Company will give Participating
Holders, their Securities Underwriters or agents, if any, and their
respective counsel and accountants, reasonable access to its books and
records and such opportunities to discuss the business of the Company with
its officers and the independent public accountants who have certified its
financial statements as shall be necessary, in the opinion of such Holders'
and such Securities Underwriters' or agents' respective counsel, to conduct
a reasonable investigation within the meaning of the Securities Act.

      2.6   INDEMNIFICATION

            (A) INDEMNIFICATION BY THE COMPANY. The Company agrees to
indemnify and hold harmless, to the full extent permitted by law, each
Participating Holder, its directors, members, officers, shareholders,
general or limited partners, employees, investment advisers, agents and
Affiliates, either direct or indirect (and each such Affiliate's directors,
members, officers, shareholders, general or limited partners, employees,
investment advisers and agents), and each other Person, if any, who
controls such Persons within the meaning of the Securities Act (each such
Person, an "Indemnified Party"), from and against any losses, claims,
damages, liabilities or expenses, joint or several (each a "Loss" and
collectively, "Losses"), to which such Indemnified Party may become subject
under the Securities Act or otherwise, to the extent that such Losses (or
actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any registration
statement under which such securities were registered under the Securities
Act (including all documents incorporated therein by reference), any
preliminary prospectus, final prospectus or summary prospectus contained
therein, any offering circular or other documents, or any amendment or
supplement thereto, or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, and the Company will reimburse such
Indemnified Party for any legal or any other expenses reasonably incurred
by it in connection with investigating or defending against any such Loss,
action or proceeding; provided that in any such case the Company shall not
be liable to any particular Indemnified Party to the extent that such Loss
(or action or proceeding in respect thereof) arises out of or is based upon
an untrue statement or alleged untrue statement or omission or alleged
omission made in such registration statement, any such preliminary
prospectus, final prospectus, summary prospectus, any offering circular or
other document, amendment or supplement in reliance upon and in conformity
with written information furnished to the Company by such Indemnified Party
specifically for inclusion therein; and provided, further, that the Company
shall not be liable in any such case to the extent it is finally determined
by a court of competent jurisdiction that any such Loss (or action or
proceeding in respect thereof) arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made:

                  (i) in any such preliminary prospectus, if (A) it was the
responsibility of such Indemnified Party, as an underwriter, to provide the
Person asserting such Loss with a current copy of the final prospectus or
summary prospectus contained therein and such Indemnified Party failed to
deliver or cause to be delivered a copy of the final prospectus or summary
prospectus contained therein to such Person after the Company had furnished
such Indemnified Party with a sufficient number of copies of the same prior
to the sale of Registrable Securities to the Person asserting such Loss and
(B) the final prospectus or summary prospectus contained therein corrected
such untrue statement or omission; or

                  (ii) in such final prospectus or summary prospectus
contained therein, if such untrue statement or omission is corrected in an
amendment or supplement to such final prospectus or summary prospectus
contained therein and such amendment or supplement has been delivered to
the Indemnified Party prior to the sale of Registrable Securities to the
Person asserting such Loss and the Indemnified Party, as an underwriter,
thereafter fails to deliver the final prospectus or summary prospectus
contained therein as so amended or supplemented prior to or concurrently
with such sale after the Company had furnished such Indemnified Party (in
accordance with the notice provisions contained in Section 10 for Persons
who are parties to this Agreement) with a sufficient number of copies of
the same for delivery to purchasers of securities.

Such indemnity will remain in full force and effect regardless of any
investigation made by or on behalf of such Indemnified Party and shall
survive the transfer of such securities by such Indemnified Party. The
Company shall also indemnify each other Person who participates (including
as an Securities Underwriter) in the offering or sale of Registrable
Securities hereunder, their officers and directors and each other Person,
if any, who controls any such participating Person within the meaning of
the Securities Act to the same extent as provided above with respect to
Indemnified Parties.

            (B) INDEMNIFICATION BY THE SELLERS. The Company may require, as
a condition to including any Registrable Securities in any registration
statement filed pursuant to Sections 2.1 or 2.2 hereof and as a condition
to indemnifying such sellers pursuant to this Section 2.6, that the Company
shall have received an undertaking reasonably satisfactory to it from each
Participating Holder included in any such offering regarding its agreement
to indemnify and hold harmless and reimburse (in the same manner and to the
same extent as set forth in paragraph (a) of this Section 2.6) the Company,
each director, officer, employee and agent of the Company, and each other
Person, if any, who controls the Company within the meaning of the
Securities Act, from and against any Losses (or actions or proceedings,
whether commenced or threatened, in respect thereof) arising out of or
based upon any untrue statement or alleged untrue statement of a material
fact contained in any registration statement pursuant to which securities
of such Holder are registered under the Securities Act (including all
documents incorporated therein by reference), any preliminary prospectus,
final prospectus or summary prospectus contained therein, or any amendment
or supplement thereto, or any omission or alleged omission from such
registration statement, preliminary prospectus, final prospectus or summary
prospectus, or any amendment or supplement thereto required to be stated
therein or necessary to make the statements therein not misleading, if (but
only if) such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the Company by such Participating Holder
specifically for inclusion and use therein; provided, however, that such
Participating Holder shall not be obligated to provide such indemnity to
the extent that such Losses result, directly or indirectly, from the
failure of the Company to promptly amend or take action to correct or
supplement or to deliver timely any such registration statement,
prospectus, amendment or supplement based on corrected or supplemental
information provided in writing by such Participating Holder to the Company
expressly for such purpose; and provided further, that the obligation to
provide indemnification pursuant to this Section 2.6(b) shall be several,
and not joint and several, among such indemnifying parties. Notwithstanding
anything in this Section 2.6(b) to the contrary, in no event shall the
liability of any Participating Holder under such indemnity be greater in
amount than the amount of the proceeds received by such Participating
Holder upon the sale of its Registrable Securities in the offering to which
the Losses relate. Such indemnity shall remain in full force and effect,
regardless of any investigation made by or on behalf of the Company or any
such director, officer, employee, agent or participating or controlling
Person and shall survive the transfer of such securities by such
Participating Holder.

            (C) NOTICES OF CLAIMS, ETC. Promptly after receipt by an
Indemnified Party of notice of the commencement of any action or proceeding
involving a claim referred to in paragraph (a) or (b) of this Section 2.6,
such Indemnified Party will, if a claim in respect thereof is to be made
against an indemnifying party, give prompt written notice to the latter of
the commencement of such action, provided that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
indemnifying party of its obligations under this Section 2.6, except to the
extent that the indemnifying party is actually and materially prejudiced by
such failure to give notice. In case any such action is brought against an
Indemnified Party, the indemnifying party shall be entitled to participate
in and to assume the defense thereof (such assumption to constitute its
acknowledgment of its agreement to indemnify the Indemnified Party with
respect to such matters), jointly with any other indemnifying party
similarly notified to the extent that it may wish, with counsel reasonably
satisfactory to such Indemnified Party, and after notice from the
indemnifying party to such Indemnified Party of its election so to assume
the defense thereof, and for so long as it continues to assume the defense
thereof, the indemnifying party shall not be liable to such Indemnified
Party for any legal fees or other expenses subsequently incurred by the
latter in connection with the defense thereof other than reasonable costs
of investigation; provided, however, that if, in such Indemnified Party's
reasonable judgment, a conflict of interest between such indemnified and
indemnifying parties may exist in respect of such claim, such Indemnified
Party shall be entitled to separate counsel reasonably satisfactory to the
indemnifying party at the expense of the indemnifying party; and provided,
further, that, unless there exists a conflict of interest among indemnified
parties, all indemnified parties in respect of such claim shall be entitled
to only one counsel or firm of counsel for all such indemnified parties. In
the event an indemnifying party shall not be entitled, or elects not, to
assume the defense of a claim, such indemnifying party shall not be
obligated to pay the fees and expenses of more than one counsel or firm of
counsel for all parties indemnified by such indemnifying party in respect
of such claim, unless in the reasonable judgment of any such Indemnified
Party a conflict of interest exists between such Indemnified Party and any
other of such indemnified parties in respect of such claim, in which event
the indemnifying party shall be obligated to pay the fees and expenses of
one additional counsel or firm of counsel for such indemnified parties. No
indemnifying party shall, without the consent of the Indemnified Party,
consent to entry of any judgment or enter into any settlement that (i) does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all Losses in respect
of such claim or litigation or (ii) would impose injunctive relief on such
Indemnified Party. No indemnifying party shall be subject to any Losses for
any settlement made without its consent, which consent shall not be
unreasonably withheld.

            (D) OTHER INDEMNIFICATION. The provisions of this Section 2.6
shall be in addition to any other rights to indemnification or contribution
which an Indemnified Party may have pursuant to law, equity, contract or
otherwise.

            (E) INDEMNIFICATION PAYMENTS. The indemnification required by
this Section 2.6 shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, promptly as and when
bills are received or Losses are incurred.

            (F) CONTRIBUTION. If for any reason the foregoing indemnity and
reimbursement is unavailable or is insufficient to hold harmless an
Indemnified Party under paragraph (a) or (b) of this Section 2.6, then each
indemnifying party shall contribute to the amount paid or payable by such
Indemnified Party as a result of any Loss (or actions or proceedings,
whether commenced or threatened, in respect thereof), including, without
limitation, any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such Loss, action or
proceeding, in such proportion as is appropriate to reflect the relative
fault of the indemnifying party on the one hand and the Indemnified Party
on the other. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates
to information supplied by the indemnifying party or the Indemnified Party
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission.
Notwithstanding anything in this Section 2.6(f) to the contrary, no
indemnifying party (other than the Company) shall be required pursuant to
this Section 2.6(f) to contribute any amount in excess of the amount by
which the net proceeds received by such indemnifying party from the sale of
Registrable Securities in the offering to which the Losses of the
indemnified parties relate exceeds the amount of any damages which such
indemnifying party has otherwise been required to pay by reason of such
untrue statement or omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any Person who was not guilty
of such fraudulent misrepresentation.

SECTION 3.  RULE 144

            (a) The Company will file the reports required to be filed by
it under the Securities Act and the Exchange Act and the rules and
regulations promulgated by the SEC thereunder and will take such further
action as any Holder may reasonably request, to the extent required from
time to time to enable the Holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the
exemptions provided by (i) Rule 144, or (ii) any similar rule or regulation
hereafter adopted by the SEC. Upon the request of any Holder, the Company
will deliver to that Holder a written statement as to whether it has
complied with such requirements, a copy of the most recent annual or
quarterly report of the Company, and such other reports or documents so
filed as a Holder may reasonably request in availing itself of any rule or
regulation of the SEC allowing a Holder to sell any such securities without
registration.

            (b) If at any time the Company is not required to file reports
in compliance with either Section 13 or Section 15(d) of the Exchange Act,
the Company at its expense will, forthwith upon the request of any Holder
make available adequate current public information with respect to the
Company within the meaning of paragraph (c)(2) of Rule 144.

SECTION 4.  TERM

            This Agreement shall enter into force on the date hereof and
shall continue in full force and effect, subject to Section 16 hereof,
until the sixth anniversary of the date hereof.

SECTION 5.  AMENDMENTS AND WAIVERS

            This Agreement may be amended, supplemented or modified only by
a writing (which makes reference to this Agreement) executed by the Company
and Holders holding at least fifty percent (50%) of the Registrable
Securities then held by all the Holders. Any term or condition of this
Agreement may be waived at any time by the party that is entitled to the
benefit thereof, but no such waiver shall be effective unless set forth in
a written instrument duly executed by or on behalf of the party waiving
such term or condition. No waiver by any party of any term or condition of
this Agreement, in any one or more instances, shall be deemed to be or
construed as a waiver of the same term or condition of this Agreement on
any future occasion.

SECTION 6.  ENTIRE AGREEMENT

            This Agreement supersedes all prior discussions and agreements
between the parties with respect to the subject matter hereof and contains
the sole and entire agreement between the parties hereto with respect to
the subject matter hereof.

SECTION 7.  NO THIRD-PARTY BENEFICIARY

            The terms and provisions of this Agreement are intended solely
for the benefit of each party, their respective Successors or permitted
assigns and it is not the intention of the parties to confer third-party
beneficiary rights upon any other Person.

SECTION 8.  INVALID PROVISIONS

            If any provision of this Agreement is held to be illegal,
invalid or unenforceable under any present or future law, (i) such
provision will be fully severable, (ii) this Agreement will be construed
and enforced as if such illegal, invalid or unenforceable provision had
never comprised a part hereof, (iii) the remaining provisions of this
Agreement will remain in full force and effect and will not be affected by
the illegal, invalid or unenforceable provision or by its severance
herefrom and (iv) in lieu of such illegal, invalid or unenforceable
provision, there will be added automatically as a part of this Agreement a
legal, valid and enforceable provision as similar in terms to such illegal,
invalid or unenforceable provision as may be possible.

SECTION 9.  NOMINEES FOR BENEFICIAL OWNERS

            In the event that any Registrable Securities are held by a
nominee for the beneficial owner thereof, the beneficial owner thereof may,
at its election, be treated as the holder of such Registrable Securities
for purposes of request or other action by any Holder or Holders pursuant
to this Agreement or any determination of any amount of shares of
Registrable Securities held by any Holder or Holders of Registrable
Securities contemplated by this Agreement. If the beneficial owner of any
Registrable Securities so elects, the Company may require assurances
reasonably satisfactory to it of such owner's beneficial ownership of such
Registrable Securities. For purposes of this Agreement, beneficial
ownership and beneficial owner refer to beneficial ownership as defined in
Rule 13d-3 (without regard to the 60-day provision in paragraph (d)(1)(i)
thereof) under the Exchange Act.

SECTION 10. NOTICES

            All notices, requests and other communications hereunder must
be in writing and will be deemed to have been duly given only if (a)
delivered personally, (b) by facsimile transmission, (c) by Federal Express
or other nationally recognized courier service or (d) mailed (first class
postage prepaid) to the parties at the following addresses or facsimile
numbers:

                  (i)   If to the Company, to:
                        Tokheim Corporation
                        10501 Corporate Drive
                        Fort Wayne, Indiana  46845
                        Attention:  Chief Financial Officer
                        Facsimile:  (219) 484-1110

                  (ii)  If to an Holder, to the Registered
            Address for that Holder.

            With respect to any other Holder of Registrable Securities
entitled to receive notice, requests or other communications hereunder,
such notices, requests and other communications shall be sent to the
Registered Addresses and telecopy numbers provided to the Company and the
other parties hereto by notice as herein provided and referencing this
Agreement. All such notices, requests and other communications will (A) if
delivered personally to the address as provided in this Section 10, be
deemed given upon delivery, (B) if delivered by facsimile transmission to
the facsimile number as provided in this Section 10, be deemed given upon
receipt, and (C) if delivered by courier service or by mail in the manner
described above to the address as provided in this Section 10, be deemed
given upon receipt (in each case regardless of whether such notice, request
or other communication is received by any other Person to whom a copy of
such notice is to be delivered pursuant to this Section 10). Any Person
from time to time may change its Registered Address, facsimile number or
other information for the purpose of notices to that Person by giving
notice in accordance with this Section 10 specifying such change to each of
the other parties executing this Agreement.

SECTION 11. DEEMED ACCEPTANCE BY HOLDERS; ASSIGNMENT

            Each Holder shall be deemed, by accepting the shares of Common
Stock acquired by such Holder pursuant to the Plan, to agree to the terms
of this Agreement as it may be in effect from time to time, including any
amendments, supplements or waivers duly adopted in accordance with Section
5 hereof.

            This Agreement shall be binding upon and inure to the benefit
of and be enforceable by the parties and their respective Successors and
permitted assigns of Registrable Securities. Each Holder may assign any of
its rights hereunder (in whole or in part) to one or more permitted
transferees of Registrable Securities; provided, however, that any such
permitted transferees of Registrable Securities agrees in writing,
in form and substance reasonably satisfactory to the Company, to be bound
by all of the terms and provisions hereof and to join this Agreement as a
party hereto. Without limiting the foregoing, no such assignment shall be
binding upon or obligate the Company to any such assignee unless and until
(a) the Company has received notice of the assignment as herein provided,
which notice (i) references this Agreement and (ii) sets forth the
Registered Address of any assignee for the purpose of any notices
hereunder.

SECTION 12. DESCRIPTIVE HEADINGS; SECTION REFERENCES

            The descriptive headings of the several sections and paragraphs
of this Agreement are inserted for convenience of reference only and do not
define or limit the provisions hereof or otherwise affect the meaning
hereof. All references in this Agreement to sections are to sections of
this agreement unless otherwise stated.

SECTION 13. SPECIFIC PERFORMANCE

            The parties agree that, to the extent permitted by law, (i) the
obligations imposed on them in this Agreement are special, unique and of an
extraordinary character, and that in the event of a breach by any such
party damages would not be an adequate remedy; and (ii) each of the other
parties shall be entitled to specific performance and injunctive and other
equitable relief in addition to any other remedy to which it may be
entitled at law or in equity.

SECTION 14. GOVERNING LAW

            This agreement shall be governed by and construed in accordance
with the laws of the state of Indiana without reference to the conflicts of
law principles thereof to the extent such laws could cause the laws of
another state to apply.

SECTION 15. ATTORNEYS' FEES

            In any action or proceeding brought to enforce any provision of
this Agreement or where any provision hereof is validly asserted as a
defense, the successful party shall, to the extent permitted by applicable
law, be entitled to recover reasonable attorneys' fees in addition to any
other available remedy.

SECTION 16. TERMINATION OF CERTAIN RIGHTS

            The rights and obligations hereunder of each Holder will
terminate with respect to such party at such time when neither it nor any
of its respective Affiliates holds Registrable Securities, provided that
the provisions of Section 2.3 hereof, the rights of any party hereto with
respect to the breach of any provision hereof, and any obligation accrued
as of the date of termination (including any obligation accrued under
Section 2.6 hereof) shall survive termination of this Agreement.

SECTION 17. NO INCONSISTENT AGREEMENTS

            The Company will not hereafter enter into, modify, amend or
waive any agreement with respect to its securities if such agreement,
modification, amendment or waiver would materially conflict with the rights
granted pursuant to this Agreement to the Holders of Registrable
Securities.

SECTION 18. REQUISITE HOLDERS

            Each of the parties hereto agrees that the Company may, in
connection with the taking of any action permitted to be taken hereunder
with the consent or approval of the Requisite Holders of the Registrable
Securities, rely in good faith on a certificate from any such holder or
holders stating that it holds or is acting on behalf of a majority in
interest of the Registrable Securities.


            IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and delivered by their respective officers thereunto duly
authorized as of the date first above written.


TOKHEIM CORPORATION


By:
      ------------------------------
      Name:
            ------------------------
      Title:
            ------------------------




BANK ONE, INDIANA, NATIONAL ASSOCIATION


By:
      ------------------------------
      Name:
            ------------------------
      Title:
            ------------------------




CREDIT LYONNAIS NEW YORK BRANCH


By:
      ------------------------------
      Name:
            ------------------------
      Title:
            ------------------------



BANKERS TRUST COMPANY


By:
      ------------------------------
      Name:
            ------------------------
      Title:
            ------------------------



ABN AMRO BANK N.V.


By:
      ------------------------------
      Name:
            ------------------------
      Title:
            ------------------------




CREDIT AGRICOLE INDOSUEZ


By:
      ------------------------------
      Name:
            ------------------------
      Title:
            ------------------------



CREDIT INDUSTRIEL ET COMMERCIAL


By:
      ------------------------------
      Name:
            ------------------------
      Title:
            ------------------------



EATON VANCE INSTITUTIONAL SENIOR LOAN FUND

BY: EATON VANCE MANAGEMENT, AS INVESTMENT ADVISOR


By:
      ------------------------------
      Name:
            ------------------------
      Title:
            ------------------------



OAKTREE CAPITAL MANAGEMENT, LLC


By:
      ------------------------------
      Name:
            ------------------------
      Title:
            ------------------------



OXFORD STRATEGIC INCOME FUND

BY: EATON VANCE MANAGEMENT, AS INVESTMENT ADVISOR


By:
      ------------------------------
      Name:
            ------------------------
      Title:
            ------------------------



OCTAGON LOAN TRUST

BY: OCTAGON CREDIT INVESTORS, AS MANAGER


By:
      ------------------------------
      Name:
            ------------------------
      Title:
            ------------------------



OCTAGON INVESTMENT PARTNERS II, LLC


By:
      ------------------------------
      Name:
            ------------------------
      Title:
            ------------------------



FINOVA CAPITAL CORPORATION


By:
      ------------------------------
      Name:
            ------------------------
      Title:
            ------------------------



BANK POLSKA KASA OPIEKI S.A. - PEKAO S.A. GROUP, NEW YORK
BRANCH


By:
      ------------------------------
      Name:
            ------------------------
      Title:
            ------------------------



SENIOR DEBT PORTFOLIO

BY:  BOSTON MANAGEMENT AND RESEARCH, AS INVESTMENT ADVISOR


By:
      ------------------------------
      Name:
            ------------------------
      Title:
            ------------------------



EATON VANCE SENIOR INCOME TRUST

BY:  EATON VANCE MANAGEMENT, AS INVESTMENT ADVISOR


By:
      ------------------------------
      Name:
            ------------------------
      Title:
            ------------------------



AMSOUTH BANK


By:
      ------------------------------
      Name:
            ------------------------
      Title:
            ------------------------



ARES LEVERAGED INVESTMENT FUND II, L.P.

BY: ARES MANAGEMENT II, L.P. ITS GENERAL PARTNER


By:
      ------------------------------
      Name:
            ------------------------
      Title:
            ------------------------



BEAR, STEARNS & CO. INC.


By:
      ------------------------------
      Name:
            ------------------------
      Title:
            ------------------------



WHIPPOORWILL/TOKHEIM OBLIGATIONS TRUST- 2000

BY:  WHIPPOORWILL ASSOCIATES, INCORPORATED, AS ITS INVESTMENT REPRESENTATIVE AND
      ADVISOR


By:
      ------------------------------
      Name:
            ------------------------
      Title:
            ------------------------



BARCLAYS BANK PLC


By:
      ------------------------------
      Name:
            ------------------------
      Title:
            ------------------------



[ADDITIONAL PARTIES TO BE ADDED]




                                 SCHEDULE I
                                  HOLDERS

BANK ONE, INDIANA, NATIONAL ASSOCIATION
CREDIT LYONNAIS NEW YORK BRANCH
BANKERS TRUST COMPANY
ABN AMRO BANK N.V.
CREDIT AGRICOLE INDOSUEZ
CREDIT INDUSTRIEL ET COMMERCIAL
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
OAKTREE CAPITAL MANAGEMENT, LLC
OXFORD STRATEGIC INCOME FUND
OCTAGON INVESTMENT PARTNERS II, LLC
FINOVA CAPITAL CORPORATION
BANK POLSKA KASA OPIEKI S.A. - NEW YORK BRANCH
SENIOR DEBT PORTFOLIO
EATON VANCE SENIOR INCOME TRUST
AMSOUTH BANK
ARES LEVERAGED INVESTMENT FUND II, L.P.
BEAR, STEARNS & CO. INC.
WHIPPOORWILL/TOKHEIM OBLIGATIONS TRUST- 2000
BARCLAYS BANK PLC

[OTHER ENTITIES TO BE ADDED]